Common use of Payments by the Company Clause in Contracts

Payments by the Company. (a) The Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Agent or (ii) in respect for the account of any Bid Loanthe Banks at the Agent’s Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 12:00 noon (Chicago time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any distribute to each Bank its Pro Rata Share (except in the case of Reimbursement Obligations for which the LC Issuers have not been fully indemnified by the Banks, or as otherwise specifically required hereunder) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 12:00 noon (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. Each reference to the Agent in this Section 2.14 shall also be deemed to refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made by the Company to the LC Issuers pursuant to Section 2.17(f). (b) Whenever Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (ai) The Except as otherwise specifically provided in this Agreement, all payments (including prepayments) to be made by the Company on account of principal, interest and fees shall make each payment hereunder not be made without set-off or counterclaim and shall be made to the Operating Agent for the account of the Banks to which such payments shall be owing, pro rata in accordance with the respective amounts then payable, at the Payment Office in Dollars and in immediately available funds no later than 1:00 p.m. 11:00 A.M. (New York City time). The Operating Agent shall distribute such payments to the Banks to which such payments shall be owing promptly upon receipt on the date of receipt and in like funds as received. Any payment that shall be received by the Operating Agent later than 11:00 A.M. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (bii) Whenever If any payment (other than a payment of principal of or interest on a Committed Loan (and, unless otherwise stated in the relevant Eurodollar Rate Advance or Competitive Bid RequestEurodollar Advance, a Bid Loanwhich shall be due on the last day of the applicable Interest Period) shall be stated to be due payable on a day other than that shall not be a Business Day, such payment shall be made due on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (ciii) Unless Except as provided in Section 2.04(d), unless the Operating Agent shall have received notice from the Company prior to the date on which any payment is shall be due to the Lenders Banks hereunder that the Company will not make such payment in full, the Operating Agent may assume that the Company has made such payment in full to the Operating Agent on such date, date and the Operating Agent maymay (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due to such LenderBank. If and to the extent that the Company shall not have so made such payment in full to the Operating Agent, each Lender Bank shall repay to the Operating Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day day, from the date such amount is shall have been distributed to such Lender Bank until the date such Lender repays Bank shall repay such amount to the Operating Agent, at the Federal Funds Rate as in effect on such day. (iv) The Operating Agent shall, as soon as practicable, notify the Company of the amounts of principal, interest and fees payable by the Company under this Agreement; provided, however, that if the failure to give any Lender such notice shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to not relieve the Agent, pay interest thereon at a rate per annum equal to the sum Company of the Adjusted Reference Rate plus 1%any liability under this Agreement.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loanbe made without set-off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to the Agent or (ii) in respect for the ratable account of any Bid Loanthe Banks at the Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 10:00 a.m. (San Francisco time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any payment distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 10:00 a.m. (New York City San Francisco time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent; provided, however, that if any Lender shall fail to repay at the Federal Funds Rate as in effect for each such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%day.

Payments by the Company. (a) The Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on Unless the day when due Company's performance is waived in writing by the Holders' Representative: (i) in respect of any Committed LoanIf the Registration Statement covering the Registrable Securities is not filed with the SEC by the Required Filing Date, the Company will make payment to the Agent or Investors in such amounts and at such times as shall be determined pursuant to this Section 4. (ii) in respect of any Bid LoanIf the Registration Statement covering the Registrable Securities is not declared effective by the SEC by the Targeted Effective Date, the Company will make payment to the Lender which made Investors in such Bid Loan, without defense, setoff or counterclaim, in dollars amounts and in immediately available funds to at such account in the continental United States of America times as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable determined pursuant to this Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day4. (biii) Whenever any payment If the Company does not respond (by written substantive response addressing each comment, such response to be filed with the SEC) to comments issued by the SEC within five (5) business days of a Committed Loan (andfirst receipt thereof by the Company or its counsel, unless otherwise stated then the Company will make payments to the Investors in the relevant Competitive Bid Request, a Bid Loan) such amounts and at such times as shall be stated determined pursuant to be due on a day other than a Business Daythis Section 4. (iv) If any of the conditions set forth in Clauses (i) through (iii) are not satisfied as required thereby, then within three (3) days after the end of the time periods referenced in Clauses (i) and (ii) (the third such payment shall be made on date being referred to as the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees“Set Date”), as the case may be; provided, howeverthe Company shall immediately pay to the Investors without demand therefor a cash amount equal to 2% per month of the outstanding principal amount of the Debentures and, until such time as the actions required by Clause (i) or (ii), as the case may be, shall have been taken, the same amount shall accrue and become payable to the Investors within three days on the same day as the Set Date of each subsequent month until such Clauses shall have been complied with. In light of the difficulty of ascertaining the amount of damage that if such extension would cause payment the Investors will suffer as a result of principal of or interest on Eurodollar Loans the Company’s failure to be made in the next calendar monthcomply therewith, such payment all amounts payable under this Section 4 shall be made on payable as liquidated damages, and not as a penalty. The Company shall keep the immediately preceding Business DayRegistration Statement effective throughout the period during which the life of the Registrable Securities are issued and outstanding. (cv) Unless The parties acknowledge that the Agent damages which may be incurred by the Investors if the Registration Statement is not filed by the Required Filing Date or if the Registration Statement has not been declared effective as promptly as possible may be difficult to ascertain. The parties agree that the payments to be paid to the Investors under this Section 4 represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of such damages, and shall have received notice from be the exclusive remedy. Notwithstanding the foregoing, the amounts payable by the Company prior pursuant to the date on which any payment is due to the Lenders hereunder that the Company will this Section 4 shall not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and payable to the extent any delay in the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess effectiveness of the amount distributed Registration Statement occurs because of an act of, or a failure to such Lender over the amount, if any, paid act or to act timely by the Company for Investors or its counsel, or in the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum event all of the Adjusted Reference Rate plus 1%Registrable Securities may be sold pursuant to Rule 144 or another available exemption under the Act.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in respect the case of any Committed LoanOffshore Currency payments, no later than such time on the dates specified herein as may be determined by the Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the Agent or place of payment, and (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lenderany Dollar payments, to no later than 11:00 a.m. on the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any payment distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 11:00 a.m. (New York City timeor later than the time specified by the Administrative Agent as provided in clause (i) above (in the case of Offshore Currency payments), as confirmed by Federal Reserve wire number), shall be deemed to have been received on the immediately succeeding following Business Day, and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be hereunder is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in Same Day Funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The Except as otherwise expressly -------------------------- provided herein, all payments by the Company shall make each payment hereunder not be made in Dollars to the Agent for the account of the Banks, in the case of Revolving Loans, or the Swingline Bank, in the case of Swingline Loans, at the Agent's Payment Office and shall be made without setoff, recoupment or counterclaim. Such payments shall be made in immediately available funds no later than 1:00 p.m. (New York City Houston time) on the day when due date specified herein. The Agent will promptly distribute to each Bank its Commitment Percentage share (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America other applicable share as the Agent shall specify from time to time by notice to the Company orexpressly provided herein), in the case of a Bid Loan made by a LenderRevolving Loans, or to the Lending Office Swingline Bank, in the case of Swingline Loans, of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, the time specified above shall be deemed to have been received on the immediately succeeding following Business Day, and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks or the Swingline Bank, as the case may be, that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such datedate in immediately available funds, and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank or the Swingline Bank, as the case may be, on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank or the Swingline Bank, as applicable, shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The Company All payments to be made by the ----------------------- Borrowers shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by any Loan Party shall be made to the Agent for the account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of any Offshore Currency payments, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York City ii) in the case of any Dollar payments, no later than 11:00 a.m. (San Francisco time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesdate specified herein. Any payment which is received by the Agent later than 1:00 p.m. 11:00 a.m. (New York City San Francisco time) (in the case of any Dollar payments), or later than the time specified by the Agent as confirmed by Federal Reserve wire numberprovided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from a Borrower or the Company Borrowers' Designee prior to the date on which any payment in Dollars or any Applicable Currency is due to the Lenders hereunder Banks that the Company such Borrower will not make such payment in fullfull as and when required, the Agent may assume that the Company such Borrower has made such payment in full to the Agent on such date, date in Same Day Funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall such Borrower has not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due Company shall be made to the Administrative Agent for the account of the Banks at the Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in respect the case of any Committed LoanOffshore Currency payments, no later than such time on the dates specified herein as may be determined by the Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the Agent or place of payment, (ii) in respect the case of any Bid Loanpayment with respect to Swing Line Loans, to no later than 1:00 pm on the Lender which made such Bid Loandate specified herein, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, (iii) in the case of a Bid Loan made by a Lenderany other Dollar payment, to no later than 12:00 noon on the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any payment distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 12:00 noon, or later than the time specified by the Administrative Agent as provided in clause (New York City timei) above (in the case of Offshore Currency payments), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in Same Day Funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The Company shall make each payment hereunder on the day when due in respect of any Loan to the Agent at the Agent's Payment Office not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan), without defense, setoff or counterclaim, in dollars counterclaim and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderfunds. The Agent will promptly after receiving distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based is due on their Commitment Percentages (a day other than amounts payable to any Lender a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or any amounts payable pursuant to Section 3.05fees, 4.02, 4.03, 4.04, 4.05 or 4.06as the case may be. (c) for the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (cd) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, -------- ------- that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.. ----

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Co-Administrative Agent for the account of the Lenders at the Co-Administrative Agent’s Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Co-Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York City ii) in the case of any Dollar payments, no later than 11:00 a.m. (Chicago time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Co-Administrative Agent will promptly after receiving any payment distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Co-Administrative Agent later than 1:00 p.m. 11:00 a.m. (New York City Chicago time) or later than the time specified by the Co-Administrative Agent as provided in clause (i) above (in the case of Offshore Currency payments), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Co-Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Co-Administrative Agent on such date, date in Same Day Funds and the Co-Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Co-Administrative Agent, each Lender shall repay to the Co-Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The Except as otherwise expressly provided herein, all payments by the Company shall make each payment hereunder not be made in Dollars to the Agent for the account of the Banks, in the case of Revolving Loans, or the Swingline Banks, in the case of Swingline Loans, at the Agent's Payment Office and shall be made without setoff, recoupment or counterclaim. Such payments shall be made in immediately available funds no later than 1:00 2:00 p.m. (New York City time) on the day when due date specified herein. The Agent will promptly distribute to each Bank its Commitment Percentage share (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America other applicable share as the Agent shall specify from time to time by notice to the Company orexpressly provided herein), in the case of a Bid Loan made by a LenderRevolving Loans, to or its Swingline Commitment Percentage share, in the Lending Office case of Swingline Loans, of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, the time specified above shall be deemed to have been received on the immediately succeeding following Business Day, and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks or the Swingline Banks, as the case may be, that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such datedate in immediately available funds, and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank or Swingline Bank, as the case may be, on such due date an amount equal to the amount then due such LenderBank or Swingline Bank. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank or Swingline Bank, as applicable, shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent at the Agent's Payment Office not later than 1:00 p.m. (New York City time), or (ii) in respect of any Bid Loan, to the Lender which made such Bid LoanLoan at the office specified in Schedule -------- 1.01(b) not later than 1:00 p.m. (New York City time), in each case without ------- defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderfunds. The Agent will promptly after receiving distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based is due on their Commitment Percentages (a day other than amounts payable to any Lender a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or any amounts payable pursuant to Section 3.05fees, 4.02, 4.03, 4.04, 4.05 or 4.06as the case may be. (c) for the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (cd) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, -------- ------- that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.. ----

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not be made without set‑off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to the Administrative Agent for the ratable account of the Banks at the Agent’s Payment Office, and shall be made (i) in the case of Dollar-Denominated Loans, in Dollars and in immediately available funds, no later than 1:00 2:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or date specified herein and (ii) in respect the case of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaimAlternative Currency Loans, in dollars the relevant Alternative Currency and in immediately available funds to such account in funds, no later than the continental United States of America as Applicable Time specified by the Administrative Agent shall specify from time to time by notice to on the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdates specified herein. The Administrative Agent will promptly after receiving any payment distribute on such date to each Bank its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 (i) 2:00 p.m. (New York City time), as confirmed in the case of payments in Dollars, or (ii) the Applicable Time specified by Federal Reserve wire numberthe Administrative Agent in the case of payments in Alternative Currencies, shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of “Interest Period” herein. (c) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Administrative Agent for the account of the Banks hereunder that the Company will not make such payment in fullpayment, the Administrative Agent may assume that the Company has made such payment in full to the Agent on such date, date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Banks the amount then due due. With respect to any payment that the Administrative Agent makes for the account of the Banks hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such Lender. If and payment referred to as the extent “Rescindable Amount”): (1) the Company shall has not have so in fact made such payment; (2) the Administrative Agent has made a payment in full excess of the amount so paid by the Company (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Banks severally agrees to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the amount Rescindable Amount so distributed to such Lender over the amountBank, if any, paid by the Company for the account of such Lender, together in immediately available funds with interest thereon at the Federal Funds Ratethereon, for each day from and including the date such amount is distributed to such Lender until it to but excluding the date such Lender repays such amount of payment to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Administrative Agent, pay interest thereon at the greater of the Federal Funds Rate and a rate per annum equal to determined by the sum Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Adjusted Reference Rate plus 1%Administrative Agent to any Bank or the Company with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Agent for the account of the Banks and Designated Bidders at the Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York City ii) in the case of any Dollar payments, no later than 12:00 noon (Chicago time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any payment distribute to each Bank (or Designated Bidder) its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 12:00 noon (New York City Chicago time), or later than the time specified by the Agent as confirmed by Federal Reserve wire numberprovided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks or Designated Bidders that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in Same Day Funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank or Designated Bidder on such due date an amount equal to the amount then due such LenderBank or Designated Bidder. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank or Designated Bidder shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank or Designated Bidder, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender Bank or Designated Bidder until the date such Lender repays such amount repaid. (d) If at any time insufficient funds are received by and available to the Agent; providedAgent to pay fully all amounts of principal, howeverL/C Borrowings, that if any Lender shall fail to repay such amount within three Business Days after demand thereforinterest and fees then due hereunder, such Lender shallfunds shall be applied (i) first, from toward costs and after expenses (including Attorney Costs and amounts payable under Article IV) incurred by the Agent and each Bank, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such third Business Day until payment is made parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%such parties.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set- off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Agent or (ii) in respect for the account of any Bid Loanthe Lenders at the Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 10:00 a.m. (Seattle time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 10:00 a.m. (New York City Seattle time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such repaid. (d) Any payments received from the Company or for the Company's account shall be applied first to fees, expenses and indemnities then due hereunder or under any other Loan Document, second to interest then due hereunder or under any other Loan Document, third to ratably repay the principal amount of any Loans and any Specified Swap Amount, the repayment of which in each case is then due, according to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made respective amounts of principal due to the Agent, pay interest thereon at a rate per annum equal Lenders and the Specified Swap Amount due to the sum of Swap Providers, and fourth to prepay the Adjusted Reference Rate plus 1%Loans as provided in Section 2.06.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not be made without set-off or counterclaim and shall, except as otherwise expressly provided herein, be made to the Documentation Agent at its Payment Office for the ratable account of the Banks in Dollars and in immediately available funds, no later than 1:00 2:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Documentation Agent will promptly after receiving any payment distribute to each Bank its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds as received. Unless otherwise waived by the Documentation Agent with respect to the Lenders ratably based on their Commitment Percentages (other than amounts payable to a payment, any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Offices. Any payment which is received by the Documentation Agent later than 1:00 2:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue until such payment is deemed to have been received. (b) Whenever Except as otherwise set forth in the definition of Interest Period, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Documentation Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in full, the Documentation Agent may assume that the Company has made such payment in full to the Documentation Agent as required hereunder on such date, date and the Documentation Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall not have so made such payment in full to the Documentation Agent, each Lender bank shall repay to the Documentation Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is was distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to Documentation Agent at the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%Federal Funds Rate.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest and fees shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, be made without set-off or counterclaim and shall be made to the Agent or Agent, for the account of the Banks (iiexcept as otherwise provided in subsection 2.12(b) and Sections 4.01, 4.03, 4.04 and 4.06), at the Agent's office referenced in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaimSection 11.02, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderno later than 12:00 noon (San Francisco time). The Agent will promptly after receiving any payment distribute to each Bank the amount of its Commitment Percentage of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 12:00 noon (New York City San Francisco time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, date and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent; provided, however, that if any Lender shall fail to repay at the Federal Funds Rate as in effect on such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%date.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Agent for the account of the Banks and Designated Bidders at the Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York City ii) in the case of any Dollar payments, no later than 12:00 noon (Chicago time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any payment distribute to each Bank (or Designated Bidder) its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 12:00 noon (New York City Chicago time), or later than the time specified by the Agent as confirmed by Federal Reserve wire numberprovided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be 45 Credit Agreement - Idex Corporation 53 made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks or Designated Bidders that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in Same Day Funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank or Designated Bidder on such due date an amount equal to the amount then due such LenderBank or Designated Bidder. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank or Designated Bidder shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank or Designated Bidder, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender Bank or Designated Bidder until the date such Lender repays such amount repaid. (d) If at any time insufficient funds are received by and available to the Agent; providedAgent to pay fully all amounts of principal, howeverL/C Borrowings, that if any Lender shall fail to repay such amount within three Business Days after demand thereforinterest and fees then due hereunder, such Lender shallfunds shall be applied (i) first, from toward costs and after expenses (including Attorney Costs and amounts payable under Article IV) incurred by the Agent and each Bank, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such third Business Day until payment is made parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%such parties.

Payments by the Company. (a) The Company shall make each payment ----------------------- hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid LoanAgent, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such LenderCompany. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Loan Percentages and/or Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the ------------------------------------ ---- account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, -------- however, that if such extension would cause payment of principal of or interest ------- on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, -------- ------- that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 2:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 2:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day (unless, in the case of a payment with respect to an Offshore Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension or reduction of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Agent for the account of the Lenders at the Agent's Payment Office, and (i) with respect to principal of, interest on, and any other amount relating to any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and (ii) with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds and (x) in the case of Offshore Currency payments, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York City y) in the case of any Dollar payments, no later than 11:00 a.m. (Chicago time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. the time specified in clause (New York City time), as confirmed by Federal Reserve wire number, x) or (y) above shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) 1. Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day (unless, in the case of an Offshore Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) 1. Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in Same Day Funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds RateRate or, in the case of a payment in an Offshore Currency, the Overnight Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Agent or (ii) in respect for the account of any Bid Loanthe Lenders at the Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 11:00 a.m. (New York time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 11:00 a.m. (New York City time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever All payments and prepayments of principal and all payments of interest in respect of Eurocurrency Loans denominated in an Alternative Currency and all other amounts payable in respect thereof shall be made by the Company to the Agent at the place designated therefor by the Agent in such funds as may be customary for the settlement of international transactions in such Alternative Currency on or before 11:00 a.m. (London time) on the due date thereof, in such Alternative Currency, free and clear of, and without deduction or withholding for, any taxes or other payments. (c) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (cd) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect be made without condition of deduction for any Committed Loanset-off, recoupment, defense or counterclaim; shall, except as otherwise expressly provided herein, be made to the Administrative Agent or (ii) in respect for the ratable account of any Bid Loanthe Lenders at the Administrative Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 10:00 a.m. (San Francisco time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any payment distribute to each Lender its Revolving Credit Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 10:00 a.m. (New York City San Francisco time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from and including the date such amount is distributed to such Lender until to the date such Lender repays such amount to the Administrative Agent; provided, however, that if at the Federal Funds Rate as in effect for each such day. A notice of the Administrative Agent submitted to any Lender under this subsection 2.13(c) shall fail to repay such amount within three Business Days after demand thereforbe conclusive, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%absent manifest error.

Payments by the Company. (a) The All payments to be made by the Company shall make each be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder (other than fees payable directly to the L/C Issuers) shall be paid not later than 1:00 p.m. (New York City time) 3:00 P.M. on the day date when due (i) due, in respect of any Committed Loan, Federal or other funds immediately available to the Administrative Agent or (ii) in respect of any Bid Loan, to at the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time designated by it by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such LenderCompany. The Agent will promptly Payments received after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, 3:00 P.M. shall be deemed to have been received on the next Business Day, and any applicable interest or fee shall continue to accrue. The Administrative Agent may in its sole discretion, distribute such payments to the applicable Lenders on the date of receipt thereof, if such payment is received prior to 3:00 P.M.; otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. (b) . Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than which is not a Business Day, such the date for payment thereof shall be made on extended to the next succeeding Business Day, Day (and such extension of time shall be reflected in such case be included in the computation of payment of computing interest or fees, as the case may be; provided), howeverunless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, that if such extension would cause in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise, interest on Eurodollar Loans to be made in the next calendar month, such payment thereon shall be made on the immediately preceding Business Daypayable for such extended time. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder, including reimbursement of drawings under Letters of Credit, shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loanbe made without set-off, recoupment or counterclaim and shall, except as otherwise expressly provided herein, be made to the Agent or (ii) in respect for the ratable account of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaimBanks at the Agent's Payment Office, in dollars and in immediately available funds to such account in funds, no later than 1:00 p.m. (Chicago time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdates specified herein. The Agent will promptly after receiving any payment distribute to each Bank its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required to), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent; provided, however, that if any Lender shall fail to repay at the Federal Funds Rate as in effect for each such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%day.

Payments by the Company. (a) The Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment sf712790 32 of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.

Payments by the Company. (a) The Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for ------------------------------------ ---- the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or ----------------- interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, ----------------- that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.. ----

Payments by the Company. (a) The Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan or Term Loan, to the Agent or at the Agent’s Payment Office not later than 1:00 p.m. (New York City time), (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan at the office specified in Schedule 1.01(b) not later than 1:00 p.m. (New York City time), or (iii) in respect of any Swing Line Loan, to the Swing Line Lender not later than 1:00 p.m. (New York City time), in each case without defense, setoff or counterclaim, in dollars Same Day Funds and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such LenderApplicable Currency. The Agent will promptly after receiving any payment distribute to each Lender (x) in respect of any Committed Loan from the Company cause to be distributed other than Term Loans, such Lender’s Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received and (y) in respect of any Term Loan, such Lender’s Term Loan Pro Rata Share of such payment in like funds as received. (b) Subject to the Lenders ratably based provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on their Commitment Percentages (a day other than amounts payable to any Lender a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or any amounts payable pursuant to Section 3.05fees, 4.02, 4.03, 4.04, 4.05 or 4.06as the case may be. (c) for the account of their respective Lending Offices. Any payment which is received by the Agent or the Swing Line Lender later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (cd) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Administrative Agent or (ii) in respect for the account of any Bid Loanthe Lenders at the Administrative Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 12:00 noon (Chicago time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 2:00 p.m. (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount repaid. (d) All payments received by the Administrative Agent in respect of the Loans shall be applied first to Tranche B Loans and then to Tranche A Loans, other than (i) payments from the proceeds of Collateral (which shall be applied first to Tranche A Loans to the Agent; providedextent thereof), however, that if any Lender shall fail (ii) payments of principal in respect of Tranche A Loans required pursuant to repay such amount within three Business Days after demand therefor, such Lender shall, from SECTION 2.01(d) and after such third Business Day until payment is made (iii) payments to be applied to the Agent, pay payment of interest thereon at a rate per annum equal to in respect of Offshore Rate Loans due on the sum date of the Adjusted Reference Rate plus 1%receipt in accordance with SUBSECTION 2.08(b).

Payments by the Company. (a) The All payments to be made by the ----------------------- Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (New York City time) time on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, time shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day (unless, in the case of a payment with respect to an Offshore Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Administrative Agent or (ii) in respect for the account of any Bid Loanthe Lenders at the Administrative Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 12:00 noon (Chicago time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 2:00 p.m. (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount repaid. (d) All payments received by the Administrative Agent in respect of the Loans shall be applied first ratably to Tranche B Loans and L/C Advances and then to Tranche A Loans, other than (i) payments from the proceeds of Collateral (which shall be applied first to Tranche A Loans to the Agent; providedextent thereof), however(ii) payments of principal in respect of Tranche A Loans required pursuant to SECTION 2.01(d), that if any Lender shall fail (iii) payments to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made be applied to the Agentpayment of interest in respect of Offshore Rate Loans due on the date of receipt in accordance with SUBSECTION 2.08(b) and (iv) payments from the proceeds of Cash Collateralization, pay interest thereon at a rate per annum equal which shall be applied exclusively to the sum repayment of the Adjusted Reference Rate plus 1%L/C Obligations.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loanbe made without set-off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to the Administrative Agent or for the account of the Lenders (iipro rata based on each Lender's Commitment Percentage) in respect of any Bid Loanat the Administrative Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 11:00 a.m. (Chicago time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any payment distribute to each Lender its Commitment Percentage (or other applicable share as expressly provided in respect the Loan Documents) of any Committed Loan from the Company cause to be distributed such principal, interest, fees or other amounts, in like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 11:00 a.m. (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand its Commitment Percentage of such amount distributed to the Lenders in excess of the amount distributed to such Lender over the amount, if any, paid actually received by the Company for the account of such LenderAdministrative Agent, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until -38- the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Administrative Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Federal Funds Rate plus 1%as in effect for each such day.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Agent or for the account of the Banks at the Agent's Payment Office, and shall be made in Dollars (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made Letter of Credit issued in Euros, each reimbursement by any Credit Party shall be in the Dollar equivalent of the amount of a Lenderdraw in euros) and in immediately available funds, to no later than 12:00 p.m. (Applicable Time) on the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 12:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, Applicable Time) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks that the Company will not make such payment in fullfull as and when -26- required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The Except as otherwise expressly provided herein, all payments by the Company shall make each payment hereunder not be made in Dollars to the Agent for the account of the Banks, in the case of Revolving Loans, or the Swingline Bank, in the case of Swingline Loans, at the Agent's Payment Office and shall be made without setoff, recoupment or counterclaim. Such payments shall be made in immediately available funds no later than 1:00 2:00 p.m. (New York City time) on the day when due date specified herein. The Agent will promptly distribute to each Bank its Commitment Percentage share (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America other applicable share as the Agent shall specify from time to time by notice to the Company orexpressly provided herein), in the case of a Bid Loan made by a LenderRevolving Loans, to or its Swingline Commitment Percentage share, in the Lending Office case of Swingline Loans, of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, the time specified above shall be deemed to have been received on the immediately succeeding following Business Day, and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks or the Swingline Banks, as the case may be, that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such datedate in immediately available funds, and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank or Swingline Bank, as the case may be, on such due date an amount equal to the amount then due such LenderBank or Swingline Bank. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank or Swingline Bank, as applicable, shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loanbe made without set-off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to the Administrative Agent or (ii) in respect for the ratable account of any Bid Loanthe Banks at the Administrative Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 10:00 a.m. (San Francisco time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any payment distribute to each Bank its Revolving Credit Pro Rata Share or Term Credit Pro Rata Share, as applicable, (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 10:00 a.m. (New York City San Francisco time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Administrative Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Federal Funds Rate plus 1%as in effect for each such day.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Agent or (ii) in respect for the account of any Bid Loanthe Banks at the Agent’s Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 12:00 noon (Chicago time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein . The Agent will promptly after receiving any distribute to each Bank its Pro Rata Share (except in the case of Reimbursement Obligations for which the LC Issuers have not been fully indemnified by the Banks, or as otherwise specifically required hereunder) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 12:00 noon (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. Each reference to the Agent in this Section 2.14 shall also be deemed to refer, and shall apply equally, to the LC Issuers, in the case of payments required to be made by the Company to the LC Issuers pursuant to Section 2.17(f). (b) Whenever Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders to an account of the Administrative Agent specified to the Company for such purpose, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any distribute to each applicable Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 12:00 noon (New York City time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day (unless, in the case of a payment with respect to a LIBOR Loan, the following Business Day is the first Business Day of a calendar month, in which case such payment shall be due on the preceding Business Day), and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each applicable Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The Company shall make each payment hereunder on the day when due in respect of any Loan to the Agent at the Agent's Payment Office not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan), without defense, setoff or counterclaim, in dollars counterclaim and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderfunds. The Agent will promptly after receiving distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based is due on their Commitment Percentages (a day other than amounts payable to any Lender a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or any amounts payable pursuant to Section 3.05fees, 4.02, 4.03, 4.04, 4.05 or 4.06as the case may be. (c) for the account of their respective Lending Offices. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (cd) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, -------- ------- that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (New York City Chicago time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day (unless, in the case of a payment with respect to an Offshore Rate Committed Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (New York City Chicago time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day (unless, in the case of a payment with respect to an Offshore Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received notice from Company has notified the Company Administrative Agent, prior to the date on which any payment is due required to be made by it to the Lenders hereunder Administrative Agent hereunder, that the Company will not make such payment in fullpayment, the Administrative Agent may assume that the Company has timely made such payment in full to the Agent on such date, and the Agent maymay (but shall not be so required to), in reliance upon such assumptionthereon, cause to be distributed to each Lender on such due date an make available a corresponding amount equal to the amount then due such LenderPerson entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then, if the Company shall not have so made failed to make such payment in full to the Agentpayment, each Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the excess portion of the amount distributed such assumed payment that was made available to such Lender over the amount, if any, paid by the Company for the account of such Lenderin immediately available funds, together with interest thereon at the Federal Funds Rate, for in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is distributed to such Lender until the date such Lender repays such amount repaid to the Agent; provided, however, that if any Lender shall fail Administrative Agent in immediately available funds at the Federal Funds Rate from time to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made time in effect. A notice of the Administrative Agent to the AgentCompany with respect to any amount owing under this subsection (c) shall be conclusive, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%absent manifest error.

Payments by the Company. (a) The Except as otherwise expressly ----------------------- provided herein, all payments by the Company shall make each payment hereunder not be made in Dollars to the Agent for the account of the Banks, in the case of Revolving Loans, or the Swingline Bank, in the case of Swingline Loans, at the Agent's Payment Office and shall be made without setoff, recoupment or counterclaim. Such payments shall be made in immediately available funds no later than 1:00 p.m. (New York City Houston time) on the day when due date specified herein. The Agent will promptly distribute to each Bank its Commitment Percentage share (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America other applicable share as the Agent shall specify from time to time by notice to the Company orexpressly provided herein), in the case of a Bid Loan made by a LenderRevolving Loans, or to the Lending Office Swingline Bank, in the case of Swingline Loans, of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, the time specified above shall be deemed to have been received on the immediately succeeding following Business Day, and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks or the Swingline Bank, as the case may be, that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such datedate in immediately available funds, and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank or the Swingline Bank, as the case may be, on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender Bank or the Swingline Bank, as applicable, shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loanbe made without set-off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to the Agent or (ii) in respect for the ratable account of any Bid Loanthe Banks and Designated Bidders at the Agent's Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 11:30 a.m. (San Francisco time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any payment distribute to each Bank or Designated Bidder its Commitment Percentage with respect to payments on Committed Loans and its ratable interest with respect to Bid Loans (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 11:30 a.m. (New York City San Francisco time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks or Designated Bidders hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank or Designated Bidder on such due date an amount equal to the amount then due such LenderBank or Designated Bidder. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender Bank or Designated Bidder shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank or Designated Bidder, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank or Designated Bidder until the date such Lender Bank or Designated Bidder repays such amount to the Agent; provided, however, that if any Lender shall fail to repay at the Federal Funds Rate as in effect for each such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%day.

Payments by the Company. (a) The Company All payments of principal, interest and fees hereunder shall make each payment hereunder be in immediately available funds without deduction or setoff and delivered to the Administrative Agent for credit to: Bank of America National Trust and Savings Association Att: Agency Administrative Services #5596 ABA No. 121-000-000 Bancontrol Account No. 12332-14226 Reference: Cinemark USA, Inc. not later than 1:00 p.m. 11:00 A.M. (New York City San Francisco time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available date due; funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lender. The Agent will promptly after receiving any payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Offices. Any payment which is received by the Administrative Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, after that time shall be deemed to have been received paid by the Company on the immediately next succeeding Business Day. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Administrative Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Federal Funds Rate plus 1%as in effect for each such day.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Banks at the Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York City ii) in the case of any Dollar payments, no later than 12:00 noon (Chicago time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any payment distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 12:00 noon (New York City Chicago time), or later than the time specified by the Administrative Agent as confirmed by Federal Reserve wire numberprovided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in Same Day Funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off or counterclaim and shall, except as otherwise expressly provided herein, be made to the day when due Agent for the ratable account of the Banks and Designated Bidders at the Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in immediately available funds and (i) in respect the case of any Committed LoanOffshore Currency payments, to no later than such time on the dates specified herein as may be determined by the Agent or to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lenderany Dollar payments no later than 11:00 a.m., to San Francisco, California time, on the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any payment distribute to each Bank or Designated Bidder the amount of its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. 11:00 a.m., San Francisco, California time, or later than the time specified by the Agent as provided in clause (New York City time), as confirmed by Federal Reserve wire number, i) above in the case of Offshore Currency payments shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks or Designated Bidder hereunder from the Company that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to the Agent on such date, date and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank or Designated Bidder on such due date an amount equal to the amount then due such LenderBank or Designated Bidder. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender Bank or Designated Bidder shall repay to the Agent forthwith Agent, on demand request made by the excess of the Agent, such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank or Designated Bidder, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank or Designated Bidder until the date such Lender Bank or Designated Bidder repays such amount to the Agent; provided, however, that if any Lender shall fail at the Federal Funds Rate as in effect for each such day with respect to repay such amount within three Business Days after demand therefor, such Lender shall, from amounts denominated in Dollars and after such third Business Day until payment is made at the Overnight Rate with respect to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%amounts denominated in an Offshore Currency.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not be made without set-off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to the Administrative Agent for the ratable account of the Banks at the Agent’s Payment Office, and shall be made (i) in the case of Dollar-Denominated Loans, in Dollars and in immediately available funds, no later than 1:00 2:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or date specified herein and (ii) in respect the case of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaimAlternative Currency Loans, in dollars the relevant Alternative Currency and in immediately available funds to such account in funds, no later than the continental United States of America as Applicable Time specified by the Administrative Agent shall specify from time to time by notice to on the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdates specified herein. The Administrative Agent will promptly after receiving any payment distribute on such date to each Bank its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 (i) 2:00 p.m. (New York City time), as confirmed in the case of payments in Dollars, or (ii) the Applicable Time specified by Federal Reserve wire numberthe Administrative Agent in the case of payments in Alternative Currencies, shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of “Interest Period” herein. (c) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Administrative Agent for the account of the Banks hereunder that the Company will not make such payment in fullpayment, the Administrative Agent may assume that the Company has made such payment in full to the Agent on such date, date in accordance herewith and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal distribute to the Banks the amount then due due. With respect to any payment that the Administrative Agent makes for the account of the Banks hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such Lender. If and payment referred to as the extent “Rescindable Amount”): (1) the Company shall has not have so in fact made such payment; (2) the Administrative Agent has made a payment in full excess of the amount so paid by the Company (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Banks severally agrees to the Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the amount Rescindable Amount so distributed to such Lender over the amountBank, if any, paid by the Company for the account of such Lender, together in immediately available funds with interest thereon at the Federal Funds Ratethereon, for each day from and including the date such amount is distributed to such Lender until it to but excluding the date such Lender repays such amount of payment to the Administrative Agent; provided, howeverat the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Bank or the Company with respect to any amount owing under this clause (c) shall be conclusive, that if absent manifest error. If at any Lender shall fail time insufficient funds are received by and available to repay such amount within three Business Days after demand thereforthe Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such Lender shallfunds shall be applied (i) first, from toward payment of interest and after fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such third Business Day until parties, and (ii) second, toward payment is made of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%such parties.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Co-Administrative Agent for the account of the Lenders at the Co-Administrative Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Co-Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York City ii) in the case of any Dollar payments, no later than 11:00 a.m. (Chicago time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Co-Administrative Agent will promptly after receiving any payment distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Co-Administrative Agent later than 1:00 p.m. 11:00 a.m. (New York City Chicago time) or later than the time specified by the Co-Administrative Agent as provided in clause (i) above (in the case of Offshore Currency payments), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Co-Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Co-Administrative Agent on such date, date in Same Day Funds and the Co-Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Co-Administrative Agent, each Lender shall repay to the Co-Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without condition or deduction for any counterclaim, defense, recoupment or set-off. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Agent or (ii) in respect for the account of any Bid Loanthe Lenders at the Agent’s Payment Office, to the Lender which and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, (i) solely for the continental United States purpose of America as calculating the Agent shall specify from time to time by notice to accrual of interest on the Company oroutstanding Obligations, in no later than 12:00 Noon (Chicago time) on the case of a Bid Loan made by a Lenderdate specified herein and (ii) for all other purposes, to no later than 5:00 PM (Chicago time) on the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving any distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, the time specified herein shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fees shall continue to accrue for the day actually received. (b) Whenever Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in respect the case of any Committed LoanOffshore Currency payments, no later than such time on the dates specified herein as may be determined by the Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the Agent or place of payment, and (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lenderany Dollar payments, to no later than 11:00 a.m. on the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any payment distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 11:00 a.m. or later than the time specified by the Administrative Agent as provided in clause (New York City timei) above (in the case of Offshore Currency payments), as confirmed by Federal Reserve wire number, shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in Same Day Funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such Lender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall make each payment hereunder not be made without set-off, recoupment or counterclaim; shall, except as otherwise expressly provided herein, be made to the Agent for the ratable account of the Banks at the Agent's Payment Office, and shall be made in dollars and in imme diately available funds, no later than 1:00 2:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loan, to the Agent or (ii) in respect of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Agent will promptly after receiving distribute to each Bank its Revolving Commitment Percentage (or other applicable share as expressly provided herein, including any payment necessary adjustments based on the provisions of Section 3.2(c)) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 2:00 p.m. (New York City time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent; provided, however, that if any Lender shall fail to repay at the Federal Funds Rate as in effect for each such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%day.

Payments by the Company. (a) The All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder, including reimbursement of drawings under Letters of Credit, shall make each payment hereunder not later than 1:00 p.m. (New York City time) on the day when due (i) in respect of any Committed Loanbe made without set-off, recoupment or counterclaim and shall, except as otherwise expressly provided herein, be made to the Agent or (ii) in respect for the ratable account of any Bid Loan, to the Lender which made such Bid Loan, without defense, setoff or counterclaimBanks at the Agent's Payment Office, in dollars and in immediately available funds to such account in funds, no later than 1:00 p.m. (Chicago time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdates specified herein. The Agent will promptly after receiving any payment distribute to each Bank its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Agent later than 1:00 p.m. (New York City Chicago time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans subject to be made the provisions set forth in the next calendar month, such payment shall be made on the immediately preceding Business Daydefinition of "Interest Period" herein. (c) Unless the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in fullfull as and when required hereunder, the Agent may assume that the Company has made such payment in full to the Agent on such date, date in immediately available funds and the Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall not have so made such payment in full to the Agent, each Lender Bank shall repay to the Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender Bank until the date such Lender Bank repays such amount to the Agent; provided, however, that if any Lender shall fail to repay at the Federal Funds Rate as in effect for each such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%day.

Payments by the Company. (a) The All payments to be made by the Company shall make each payment hereunder not later than 1:00 p.m. (New York City time) on be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the day when due (i) in respect of any Committed Loan, Company shall be made to the Administrative Agent or (ii) in respect for the account of any Bid Loan, the Banks to the Lender which Administrative Agent's account no. 12333-15584, regarding: Foundation Health Systems, Inc., Attention: Agency Management Services, Number 5596, ABA No. 0000-0000-0, or at such other account as the Administrative Agent may from time to time designate by notice to the Company, and shall be made such Bid Loan, without defense, setoff or counterclaim, in dollars and in immediately available funds to such account in funds, no later than 12:00 noon (San Francisco time) on the continental United States of America as the Agent shall specify from time to time by notice to the Company or, in the case of a Bid Loan made by a Lender, to the Lending Office of such Lenderdate specified herein. The Administrative Agent will promptly after receiving any distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in respect of any Committed Loan from the Company cause to be distributed like funds to the Lenders ratably based on their Commitment Percentages (other than amounts payable to any Lender or any amounts payable pursuant to Section 3.05, 4.02, 4.03, 4.04, 4.05 or 4.06) for the account of their respective Lending Officesas received. Any payment which is received by the Administrative Agent later than 1:00 p.m. 12:00 noon (New York City San Francisco time), as confirmed by Federal Reserve wire number, ) shall be deemed to have been received on the immediately succeeding following Business DayDay and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of a Committed Loan (and, unless otherwise stated in the relevant Competitive Bid Request, a Bid Loan) shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent shall have received receives notice from the Company prior to the date on which any payment is due to the Lenders hereunder Banks that the Company will not make such payment in fullfull as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date, date in immediately available funds and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company shall has not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent forthwith on demand the excess of the such amount distributed to such Lender over the amount, if any, paid by the Company for the account of such LenderBank, together with interest thereon at the Federal Funds Rate, Rate for each day from the date such amount is distributed to such Lender Bank until the date such Lender repays such amount to the Agent; provided, however, that if any Lender shall fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment is made to the Agent, pay interest thereon at a rate per annum equal to the sum of the Adjusted Reference Rate plus 1%repaid.